THIS AGREEMENT contains the terms and conditions governing your access to and use of the NYC for Developers Website, https://www1.nyc.gov/assets/nyc4d/, (the “Site”), including all materials, content, information and code posted on or made available through the Site, and it is a contract between the City of New York, acting by and through its Department of Information Technology & Telecommunications (“DoITT”) and you or the organization or entity on whose behalf you are accessing or using the Site. If you are accessing this Site as an employee or representative of an entity, you represent that you are authorized to bind that entity to this agreement.
You may access and use the Site and any materials, content, code, data and other information posted on or made available through the Site (collectively, “Content”) solely as required to perform services for the City. In the absence of DoITT’s prior written consent, you shall not:
- Use the Site or any Content for any purpose except as required to perform services for the City;
- Download or otherwise copy the Site or any Content; or
- frame the Site or any Content, or otherwise make the Site or any Content available outside of Cityshare (i.e., the City’s network) without DoITT’s prior written consent.
You acknowledge that the Site and Content may contain errors or inaccuracies, and that the Site and Content may not be reliable for your intended use or purpose. You further acknowledge that the City may amend or remove all or any portion of the Site or Content in its sole discretion, at any time and without notice to you.
THE SITE AND ALL CONTENT MADE AVAILABLE THROUGH THE SITE IS PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. THE CITY MAKES NO REPRESENTATIONS OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE CITY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE AND ALL OF THE CONTENT, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
ALL USE BY YOU OF THE SITE AND ANY CONTENT MADE AVAILABLE THROUGH THE SITE IS AT YOUR OWN DISCRETION AND YOUR SOLE RISK. THE CITY IS IN NO WAY RESPONSIBLE FOR THE QUALITY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE SITE.
THE CITY DOES NOT REPRESENT OR WARRANT THAT THE SITE IS FREE FROM VIRUSES OR OTHER MALWARE.
EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE CITY IS NOT RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OR LIABILITY ARISING FROM YOUR ACCESS TO OR USE OF THIS SITE OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.
The City may terminate or suspend your access to the Site or any Content at any time.
You shall indemnify, defend and hold the City, its officers and employees (collectively, “City Indemnitees”) harmless from and against all Losses arising out of any third-party Claim brought against a City Indemnitee arising out of: (A) the alleged or actual infringement (including direct, indirect and joint infringement), misappropriation or violation of a third-party Intellectual Property right by you, and if you are an entity, any of your officers, employees, agents, subcontractors, suppliers, licensors or representatives; or (B) your use of the Site or any Content.
“Losses” means any and all judgments, damages, liabilities, amounts paid in settlement, awards, fines, penalties, disbursements, costs and expenses, including witness fees, expert fees, investigation fees, travel expenses, bonds, court costs and reasonable attorney’s fees.
“Claim” means a claim, demand, allegation, suit, subpoena, action or proceeding, whether completed, actual, pending, threatened, civil, criminal, investigative, administrative, meritorious or without merit.
“Intellectual Property” means any copyright, trade secret, trademark, patent or other tangible or intangible property or personal right.
You agree to inform DoITT of any errors or inaccuracies that you may discover in Site or any Content via email to firstname.lastname@example.org. The City will be the exclusive owner of any suggestions, feedback and other information that you provide to DoITT regarding the Site or its Contents, including any feedback you provide regarding errors or inaccuracies.
This agreement is governed by the laws of the State of New York, without reference to its choice of law principles. ALL DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE OR ANY CONTENT MUST BE RESOLVED IN THE STATE AND FEDERAL COURTS IN THE CITY, COUNTY AND STATE OF NEW YORK, AND EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE VENUE AND PERSONAL JURISDICTION OF THOSE COURTS FOR THE RESOLUTION OF SUCH DISPUTES AND WAIVES ALL OBJECTIONS THERETO.
You may not assign or otherwise transfer your rights under this agreement, including by operation of law, without the prior written consent of DoITT.
This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements whether written or oral.
No waiver of any provision of this agreement will be effective unless it is in writing and signed by the waiving party, and no delay or failure to exercise or enforce any right or remedy hereunder will constitute a waiver of that right or remedy.
If any provision in this agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of its remaining provisions will not in any way be affected or impaired thereby and such provision will be ineffective only to the extent of its invalidity, illegality or unenforceability.
The City may modify this agreement at any time. The modified terms will become effective when they are posted on this Site. By accessing the Site after modifications are posted, you agree to be bound by the modified terms. Except as provided in this paragraph 11, the agreement may be amended or supplemented only by a writing that is signed by both parties.
This agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this agreement.